Regency Trust Limited
Your Directors have pleasure in presenting the Annual Report together with the Auditedstatement of Accounts of the Company for the year ended 31st March 2019.
OPERATIONS DURING THE YEAR
The company's operational activity was satisfactory.
Your Company's financial performance during the year 2018-19 is summarized below:
| || ||(Rs. In Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Income from operations ||61.98 ||596.87 |
|Other Income ||0.00 ||11.95 |
|Total Income ||61.98 ||608.82 |
|Less: Expenses ||(56.09) ||(581.54) |
|Profit/(Loss) Before Tax and Extraordinary Items ||5.89 ||27.28 |
|Less: Extraordinary Items ||77.78 ||- |
|Less: Taxation ||0.00 ||5.09 |
|Profit After Tax ||(71.89) ||22.19 |
|EPS (in Rs.) ||0.00 ||0.22 |
The Company earned a Total Income of Rs. 61.98 Lakhs during the FY 2018-19 as comparedto the Total Income of Rs. 608.82 Lakhs earned in the previous FY 2017- 18. The Net Lossduring FY 2018-19 stood at Rs. 71.89 Lakhs as against Net Profit of Rs.22.19 Lakhs in theprevious year 2017-18.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of the business of the company.
TRANSFER TO RESERVES
No amount is proposed to be transferred to Reserves.
CHANGES IN SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 100000000/- and the paid-up sharecapital of the Company is Rs. 10000000/-. There was no change in the share capital ofthe Company during the year under review.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year under review and thedate of the report. The Company is not carrying on any financial business activities forover the past ten years. Also since last two years the Company is in correspondence withRBI for cancellation of its name as NBFC.
The Board of Directors express their inability to recommend any dividend on equityshares for the year ended March 31 2019 due to losses during the year.
During the year the Company has not accepted any deposit from public nor during theprevious financial year.
BUY-BACK / SWEAT EQUITY / BONUS SHARES
The Company has neither bought back its shares nor has issued any Sweat equity orBonus shares during the year under review.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the Employees.
The Members had appointed M/s. DD & Company (erstwhile M/s. Dinesh H. Agarwal &Company). Chartered Accountants as Statutory Auditor of the Company at the AnnualGeneral Meeting held on September 29 2018 for a period of three years from FY 2018-19till FY 2020-21.
The Board recommendsthe continuation of M/s. DD & Company Chartered Accountants asStatutory Auditors of the Company till FY 2020-2021.
Ms. Srashti Jain is the Internal Auditor of the Company for the FY 2018-19. Further inthe Board meeting held on April 23 2019 the Internal Auditor was appointed for a furtherperiod of three years from FY 2019-20 to FY 2021-22.
STATUTORY AUDIT REPORT
The Auditors' Report does not contain any qualification.Notes to Accounts and Auditorsremarks in their report are self-explanatory and therefore does not require any furtherexplanation.The Company has already submitted declaration pursuant to Regulation 33 (3)(d) of SEBI (LODR) Regulations 2015to the Stock Exchange(s).
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
M/s. Maithili Nandedkar & Associates Practicing Company Secretaries was appointedas Secretarial Auditor to conduct the Secretarial Audit of the Company for the FY2018-2019 till FY 2020-2021 pursuant to Section 204 of the Companies Act 2013 and rulesmade thereunder.The Secretarial Audit Report for the Financial Year 2018-19 forms part ofthe Annual Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143
There are no frauds reported by the Statutory Auditors of the Company under Section 143(12).
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Companies Act none of the Directors are liable to retire byrotation at the ensuing Annual General Meeting.
During the year under review following changes took place in the directorship/ KMP ofthe Company: CS Naina Kanagat resigned from the post of Company Secretary w.e.f. April 202018 and CS Swati Chhabra was subsequently appointed as Company Secretary and ComplianceOfficer of the Company w.e.f. May 25 2018. CS Swati Chhabra resigned as the CompanySecretary and Compliance Officer of the Company w.e.f. February 13 2019. CS Varsha Guptawas appointed as Company Secretary and Compliance Officer of the Company w.e.f. March 52019.
Mr. Manmohan Salvi resigned from the post of Whole Time Director of the Company w.e.f.February 18 2019.
Mr. Rajesh Kapoor was appointed as Whole Time Director designated as Director (Finance)and CFO of the Company for a period of three years w.e.f. January 5 2017till January 42020.As his term expires during the FY 2019-20 the board has recommended hisre-appointment as Whole Time Director designated as Director (Finance) and CFO for afurther period of three years from January 05 2020 to January 04 2023.
Further Mr. Ashok Gangar and Mr. Rohit Thorve were appointed as Independent Directorsof the Company on March 30 2015 and their term is due to expire on March 29 2020. TheBoard recommends their re-appointment for a further period of 5 years at the ensuingAnnual General Meeting of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith and a copy of the same is also placed on the website of the Company. The web linkfor the same is as under:http://www.regencytrust.in/download/Extract-of-Annual-Return/Form%20MGT%209%20-%20FOR%20WEBSITE%20-%20REGENCY%202018-19.pdf
DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES IF ANY:
As on March 31 2019 the Company does not have any subsidiary associate or jointventure.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of Energy Technology Absorption and Foreign Exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed.
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. In the case of any concerns the employees can write to the Chairmanof Audit Committee. The policy on Vigil Mechanism forms part of the website of theCompany. The Web link for the policy of vigil mechanism is:http://www.regencytrust.in/download/Policy/6.%20Whistle%20Blower%20Policy.pdf
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibilityare not applicable to the Companyas itdoes not fall within the purview of Section 135(1) of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013.Therelated party transactions as per IND AS 24 are given in the notes to the financialaccounts and forms part of the Annual Report. The policy on Related Party Transactionsforms part of the website of the Company. The Web link for the policy on Related PartyTransactionsis as under:http://www.regencytrust.in/download/Policy/7.%20Related%20Party%20Transaction.pdf
The Company has devised and implemented a mechanism for risk management.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. Details of the Familiarization program for IndependentDirectors forms part of the website of the Company. The web link of Familiarizationprogram is as under:http://www.regencytrust.in/download/Policy/1.%20Familarisation%20of%20Independent%20Director.pdf
Pursuant to Regulation 15(2) of the Securities Exchange Board of India (ListingObligations and Disclosure Requirements) 2015 compliance of Corporate Governance is notmandatory. However the company has complied with the provisions of Regulation 17 to 27 ofthe Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 to the extent possible. A separate section on Corporate Governanceforms part of the Directors' Report as stipulated in Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is included in theAnnual Report.
STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Board hereby states that the Company has complied with all the applicablesecretarial standards to the extent possible.
INDEPENDENT DIRECTOR'S MEETING
The Board of Directors of the Company meets once in every Financial Year without thepresence of Executive Directors and Management of the Company. The role of the Directorsis as per the provisions of Companies Act 2013 as well as the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to Section 149(6) of the Companies Act 2013 and the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015theIndependent Directors of the Company have given their declaration to the Company that theyqualify the criteria of independence as required under the Act and Regulations.
Pursuant to the provisions of the Companies Act 2013 and the Securities Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out annual performance evaluation of its own performance the Directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholders Relationship Committee who were evaluated on parameterssuch as level of engagement and contribution and independence of judgment therebysafeguarding the interest of the Company. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the NonIndependent Directors was carried out by the Independent Directors. The Directorsexpressed their satisfaction with the evaluation process.
PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OFCOMPANIES ACT 2013
Particulars of loans guarantees and investments made by Company pursuant to Section186 of the Companies Act 2013 are given in the notes to the financial accounts and formspart of the Annual Report. The Company has not given any loan guarantee or investmentduring the financial year under review.
NOMINATION AND REMUNERATION POLICY
Extract of the Policy is as under:
Appointment of Directors:
The appointments of Directors are recommended by the Nomination and RemunerationCommittee of the Company however all the appointments are subject to approval of Membersof the Company.
Remuneration to Directors and Key Managerial Personnel:
None of the directors are entitled to any Remuneration or any sitting fees howeverreimbursement of expenses is allowed wherever expense is made for Company related work.
The Company Secretary of the Company is entitled to fixed remuneration which is fixedby the Managing Director of the Company.
Discharge of Duties:
Directors and KMP are required to perform all the duties which are mentioned under theArticles and all other duties as may be prescribed by the Board of Directors of theCompany.
The web link of the Nomination and Remuneration policy is as under:
PARTICULARS OF EMPLOYEES
The Company does not have any employee / Director who is in receipt of remunerationaggregating to the sum prescribed in Section 197 of the Companies Act 2013 ("theAct") read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the Company had constituted an Internal Complaints Committee forprevention and redressal of complaints of sexual harassment against women. The Boardthereafter constituted a sexual harassment committee where the chairperson of theCommittee is Ms. Neha Badlani and Mr. Rohit Thorve and Mr. Ashok Gangar are the Members.All employees (permanent contractual temporary trainees) are covered under this policy.
a. number of complaints filed during the financial year - NIL
b. number of complaints disposed of during the financial year - NIL
c. number of complaints pending as on end of the financial year - NIL
SIGNIFICANT AND/OR MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant orders passed in relation to the company in the FY 2018-19.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
REGISTERED OFFICE OF THE COMPANY AND CORPORATE OFFICE
During the period under review the board of directors approved the shifting ofCorporate Office and place of keeping books of accounts of the Company to G-10 Harmony3rd Cross Lane Lokhandwala Complex Andheri West Mumbai 400053.
After the end of the financial year under review the Registered Office of the Companywas shifted to 39 R B C Road Ground Floor Near DumDum Central Jail Kolkata 700028which is within the city limits. The shifting of Registered Office of the Company from theState of West Bengal to the State of Maharashtra is kept on hold.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 the Directors state that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) Appropriate accounting policies have been selected and applied consistently andhave madejudgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the loss ofthe Company for the year ended March 31 2019;
(c) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls were followed by the Company and such internalfinancial controls are adequate and were operating effectively;
(f) Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial controls besides timely statutory audit andlimited reviews of performance taking place periodically.
Your Directors takes opportunity to show gratitude towards the assistance andco-operation received from Shareholders Bankers and Regulatory Bodies.
| ||For and on Behalf of the Board of Directors |
| ||Director ||Director |
|Date : August 13 2019 || || |
|Place : Mumbai || || |